UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933
Release No. 7778 / November 17, 1999

In the Matter of

BT Alex. Brown Incorporated,Respondent.

ORDER UNDER RULE 602(e) UNDER THESECURITIES ACT OF 1933, GRANTINGA WAIVER OF THE DISQUALIFICATIONPROVISION OF RULE 602(C)(3)

BT Alex. Brown Incorporated ("BT Alex. Brown") has submitted a
letter, dated September 10, 1999, for a waiver of the disqualification from the
exemption under Regulation E arising from BT Alex. Brown's settlement of an
administrative proceeding commenced by the Commission. On November 17, 1999,
pursuant to BT Alex. Brown's offer of settlement, the Commission issued an Order
Instituting Administrative Proceedings, Making Findings of Fact, Instituting a
Cease-and-Desist Order, and Imposing Remedial Sanctions (the "Order").
The Order censures BT Alex. Brown and requires BT Alex. Brown: (a) to cease and
desist from committing or causing any violations and any future violations of
Section 17(a) of the Securities Act of 1933 ("Securities Act") and
Section 10(b) of the Securities Exchange Act of 1934 ("Exchange Act")
and Rule 10b-5 thereunder; (b) to pay disgorgement of $603,996; and (c) to
comply with its undertaking to pay $14,701,250 as follows: (1) $14,573,576 to
the United States, which, together with the $603,996 in disgorgement described
above, will total $15,177,572, such total amount being the Settlement Amount
under an agreement simultaneously entered into among BT Alex. Brown, the
Internal Revenue Service and the United States Attorney for the Southern
District of New York related to the March Refunding and other refundings; and
(2) $127,674 to certain issuers related to other refundings, as set forth in BT
Alex. Brown's offer of settlement.

The Regulation E exemption is not available for the securities of an issuer
if a director, officer, principal security holder, investment adviser or
underwriter of the securities to be offered, or any partner, director or officer
of such investment adviser or underwriter, is subject to a Commission order
pursuant to Section 15(b) of the Exchange Act. See Rule 602(c)(3) under
the Securities Act. The Commission may waive the disqualification upon a showing
of good cause. See Rule 602(e).

Based on the representations set forth in BT Alex. Brown's request, the
Commission has determined that a showing ofgood cause has been made
pursuant to Rule 602(e) and that the request for a waiver of the
disqualification should be granted. Accordingly,

IT IS ORDERED, pursuant to Rule 602(e) under the Securities Act, that a
waiver from the application of the disqualification provision of Rule 602(c)(3)
under the Securities Act resulting from the entry of the Order is hereby
granted.